TC Energy expects to appeal Delaware Court rulings in lawsuit related to 2016 Columbia Pipeline acquisition
02 Julio 2023 - 9:00PM
News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or
the Company) announced today that the Delaware Chancery Court (the
“Court”) issued a ruling against TC Energy in a class action
lawsuit brought on behalf of the former shareholders of Columbia
Pipeline Group Inc. ("Columbia") related to the acquisition of
Columbia by TC Energy in July 2016. TC Energy strongly disagrees
with the Court’s ruling and is evaluating its options for appeal
once final judgment is entered. The same Delaware Chancery Court
had previously confirmed, after trial in an appraisal rights action
filed in 2016, that the $25.50 per share that TC Energy paid
Columbia shareholders was fair value.
The lawsuit, filed by plaintiffs in July 2018,
alleged that Columbia’s then CEO and CFO breached their fiduciary
duties to Columbia shareholders and that there were material
omissions in Columbia’s proxy statement and that TC Energy aided
and abetted the fiduciary duty breaches and the disclosure
violations. The plaintiffs claimed damages in excess of US$3
billion. Columbia’s former executives settled with plaintiffs prior
to trial for US$79 million. TC Energy disputed the allegations at
trial.
The Court determined the former Columbia executives
breached their fiduciary duties and made material disclosure
omissions and that TC Energy was aware and took advantage of those
breaches. The Court awarded shareholders damages in the amount of
US$1 per share. The final award is yet to be determined but is
expected to be in the range of US$400 million, plus interest at the
statutory rate. Liability for this award will be allocated between
Columbia’s former executives and TC Energy in a subsequent
proceeding before the Court that will determine proportionate
responsibility and account for the prior settlement.
TC Energy will not be responsible for the full
amount of the award, but its proportionate share will not be known
until the allocation hearing is completed and a decision rendered,
likely later in 2023. TC Energy is disappointed with this decision
and disputes many of the findings of fact and law. TC Energy
intends to appeal once the final allocation is determined and
anticipates an appeal will take upwards of one
year.
About TC EnergyWe’re a team of
7,000+ energy problem solvers working to move, generate and store
the energy North America relies on. Today, we’re taking action to
make that energy more sustainable and more secure. We’re innovating
and modernizing to reduce emissions from our business. And, we’re
delivering new energy solutions – from natural gas and renewables
to carbon capture and hydrogen – to help other businesses and
industries decarbonize too. Along the way, we invest in communities
and partner with our neighbours, customers and governments to build
the energy system of the future.
TC Energy’s common shares trade on the Toronto
(TSX) and New York (NYSE) stock exchanges under the symbol TRP. To
learn more, visit us at TCEnergy.com.
FORWARD-LOOKING INFORMATIONThis
release contains certain information that is forward-looking and is
subject to important risks and uncertainties (such statements are
usually accompanied by words such as "anticipate", "expect",
"believe", "may", "will", "should", "estimate", "intend" or other
similar words). Forward-looking statements in this document are
intended to provide TC Energy security holders and potential
investors with information regarding TC Energy and its
subsidiaries, including management's assessment of TC Energy's and
its subsidiaries' future plans and financial outlook. All
forward-looking statements reflect TC Energy's beliefs and
assumptions based on information available at the time the
statements were made and as such are not guarantees of future
performance. As actual results could vary significantly from the
forward-looking information, you should not put undue reliance on
forward-looking information and should not use future-oriented
information or financial outlooks for anything other than their
intended purpose. We do not update our forward-looking information
due to new information or future events, unless we are required to
by law. For additional information on the assumptions made, and the
risks and uncertainties which could cause actual results to differ
from the anticipated results, refer to the most recent Quarterly
Report to Shareholders and Annual Report filed under TC Energy’s
profile on SEDAR at www.sedar.com and with the U.S. Securities and
Exchange Commission at www.sec.gov.
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Media Inquiries:Media
Relationsmedia@tcenergy.com 403-920-7859 or 800-608-7859
Investor & Analyst
Inquiries:Gavin Wylie / Hunter
Mauinvestor_relations@tcenergy.com403-920-7911 or 800-361-6522
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